REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2002 • Oragenics Inc • Florida
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the ____ day of May, 2002, by and among Oragenics, Inc., a Florida corporation ("Oragenics") and the purchasers listed on Schedule I hereto (each such person a "Seller" and, collectively, the "Sellers").
TRANSFER AGENT, REGISTRAR AND DIVIDEND DISBURSING AGENT AGREEMENTDisbursing Agent Agreement • October 16th, 2002 • Oragenics Inc • British Columbia
This agreement witnesses that in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties covenant and agree as follows:
WARRANT INDENTUREWarrant Indenture • October 16th, 2002 • Oragenics Inc • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and authorized to carry on trust business in the Province of British Columbia and having a branch office at 4th Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9
ESCROW AGREEMENT UNDER NATIONAL POLICY 46-201Escrow Agreement • October 16th, 2002 • Oragenics Inc • British Columbia
This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the Policy) in connection with the proposed distribution (the IPO), by the Issuer, an emerging issuer, of 2,000,000 Units (the "Units") consisting of one share of common stock (the "Shares"), one half of one Series A warrant (the "Series A Warrants") and one half of one Series B warrant (the "Series B Warrants") by prospectus.
POOLING AGREEMENTPooling Agreement • October 16th, 2002 • Oragenics Inc • British Columbia
This Agreement is being entered into by the Parties in connection with the proposed distribution (the IPO), by the Issuer, of 2,000,000 Units (the "Units") consisting of one share of common stock (the "Shares"), one half of one Series A warrant (the "Series A Warrants") and one half of one Series B warrant (the "Series B Warrants") by prospectus.
Oragenics, Inc. Agency AgreementAgency Agreement • October 16th, 2002 • Oragenics Inc • British Columbia
Oragenics, Inc., a corporation organized under the laws of Florida (the "Company") , proposes to issue and sell to the public in British Columbia and Alberta 2,400,000 Units at a price per Unit of US$1.25 (the "Offering Price") by way of initial public offering in the Provinces of British Columbia and Alberta (the "Canadian Qualifying Jurisdictions") . The Company appoints Haywood Securities Inc. (the "Agent") as its exclusive agent and the Agent accepts the appointment and agrees to act as the exclusive agent of the Company to offer the Units for sale under the Prospectus in the Canadian Qualifying Jurisdictions. The Agent shall use all reasonable commercial efforts to sell the Units (on an "all or none" basis) but it is understood and agreed that the Agent shall act as agent only on such reasonable commercial efforts basis and is under no obligation to purchase any Units.
EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 2002 • Oragenics Inc • Florida
THIS AGREEMENT made as of the 1st day of May, 2002, between Oragenics, Inc., a Florida corporation, 12085 Research Drive, Alachua FL 32615 hereinafter referred to as the "Employer", and Jeffrey D. Hillman, 6424 SW 26th Place, Gainesville FL 32608, hereinafter referred to as the "Employee".
WARRANT AGENT AND REGISTRAR AGREEMENTWarrant Agent and Registrar Agreement • October 16th, 2002 • Oragenics Inc • British Columbia
This agreement witnesses that in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties covenant and agree as follows:
Sid Martin Biotechnology Development Institute INCUBATOR LICENSE AGREEMENTIncubator License Agreement • October 16th, 2002 • Oragenics Inc • Florida
THIS AGREEMENT, made this 1st day of March, 1999, between OraGen, Inc. ("Licensee"), and the University of Florida Research Foundation, Inc., a Florida not-for-profit corporation ("UFRFI") in Gainesville, Florida.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 16th, 2002 • Oragenics Inc
This Second Amendment to the License Agreement dated August 4, 1998 is made as of the ___ day of June, 2002 by and between the University of Florida Research Foundation, Inc. ("UFRF"), a nonstock, nonprofit Florida corporation, and Oragenics, Inc. (formerly OraGen, Inc.) ("Licensee"), a corporation organized and existing under the laws of Florida.
AMENDMENT NO. 1 CHANGE IN LICENSED SPACEChange in Licensed Space • October 16th, 2002 • Oragenics Inc
This Amendment No. 1, dated August 16, 2000, is between University of Florida Research Foundation, Inc., a not-for-profit corporation duly organized and existing under the laws of the State of Florida and having its office in 223 Grinter Hall, Gainesville, FL 32611-2037 ("UFRF"), and OraGen, Inc.., a company duly organized under the laws of Florida, and having its principle office at 12085 Research Drive, Alachua, Florida 32615 ("OraGen").
AMENDMENT TO EMPLOYMENTEmployment • October 16th, 2002 • Oragenics Inc
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 16th, 2002 • Oragenics Inc
This First Amendment to the License Agreement dated August 4, 1998 is made as of the 15th day of September, 2000 by and between the University of Florida Research Foundation, Inc. ("UFRF"), a nonstock, nonprofit Florida corporation, and OraGen, Inc. ("Licensee"), a corporation organized and existing under the laws of Florida.
ContractAgreement • October 16th, 2002 • Oragenics Inc • Florida
This Agreement is made by and between Oragenics, Inc. ("Company"), a Florida Corporation, having a principal place of business in Alachua, Florida, and Paul A. Hassie.
THIRD AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 16th, 2002 • Oragenics Inc
This Third Amendment to the License Agreements dated August 4, 1998 and June 22, 2000 is made as of the 25th day of September, 2002 by and between the University of Florida Research Foundation, Inc. ("UFRF"), a nonstock, nonprofit Florida corporation, and Oragenics, Inc. (formerly OraGen, Inc.) ("Licensee"), a corporation organized and existing under the laws of Florida.
AMENDMENT NO. 2 CHANGE IN LICENSED SPACEChange in Licensed Space • October 16th, 2002 • Oragenics Inc
This Amendment No. 2, dated May 13, 2002, is between University of Florida Research Foundation, Inc., a not-for-profit corporation duly organized and existing under the laws of the State Grinter Hall, Gainesville, FL 32611-2037 ("UFRF"), and OraGenics, Inc. organized under the laws of Florida, and having its principle office at 12085 Research Drive, Alachua, Florida 32615 ("OraGen").
Oragenics, Inc. EMPLOYEE PROPRIETARY INFORMATION AND INVENTION AGREEMENTEmployee Proprietary Information and Invention Agreement • October 16th, 2002 • Oragenics Inc • Florida
In consideration of my employment or continued employment by Oragenics, Inc.. or by any subsidiaries or affiliated companies of same (the "Company"), and the compensation now and hereafter paid to me, I hereby agree as follows:
Investment Banking Agreement Cornet Capital Corp. 7225 Blenheim Street Vancouver, B.C. V6N I 1S2Investment Banking Agreement • October 16th, 2002 • Oragenics Inc
This letter agreement will confirm the terms on which Comet Capital or nominee (collectively the "Consultant") agrees to provide investment banking services to the Company, including to raise equity capital on behalf of the Company, in consideration for the compensation referred to below:
CONSULTANCY AGREEMENTConsultancy Agreement • October 16th, 2002 • Oragenics Inc • Florida
This Agreement, dated as of July 16, 2002, is made by and between Oragenics, ("Company"), a Florida Corporation, having a principal place of business in Alachua, Florida, and ERA Consulting (USA) Llc ("Consultant") having a principal place of business in Washington, D.C.
TSX VENTURE EXCHANGE FORM 5D ESCROW AGREEMENT (VALUE SECURITY)Security Escrow Agreement • October 16th, 2002 • Oragenics Inc • British Columbia
This Agreement is being entered into by the Parties under Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the Policy) in connection with an initial public offering of Units consisting of common shares and Series A and Series B warrants. The Issuer is a Tier 2 Issuer as described in Policy 2.1 - Minimum Listing Requirements.
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 16th, 2002 • Oragenics Inc
This First Amendment to the License Agreement dated June 22, 2000 is made as of the 15th day of September, 2000 by and between the University of Florida Research Foundation, Inc. ("UFRF'), a nonstock, nonprofit Florida corporation, and OraGen, Inc. ("Licensee"), a corporation organized and existing under the laws of Florida.
ORAGENICS, INC. PROPRIETARY INFORMATION AGREEMENTProprietary Information Agreement • October 16th, 2002 • Oragenics Inc • Florida
In light of my obligations as a director of Oragenics, Inc., a Florida corporation (the "Company"), I hereby represent to, and agree with the Company as follows:
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 16th, 2002 • Oragenics Inc
This Second Amendment to the License Agreement dated June 22, 2000 is made as of the 10 th day of June, 2002 by and between the University of Florida Research Foundation, Inc. ("UFRF"), a nonstock, nonprofit Florida corporation, and Oragenics, Inc. (formerly OraGen, Inc.) ("Licensee"), a corporation organized and existing under the laws of Florida.
ESCROW AGREEMENTEscrow Agreement • October 16th, 2002 • Oragenics Inc • Georgia
THIS ESCROW AGREEMENT is made as of May 10, 2002, by and among (i) ORAGENICS, INC. ("Oragenics"), (ii) CORNET CAPITAL CORP. ("Comet"), and (iii) SUTHERLAND ASBILL & BRENNAN LLP, as Escrow Agent ("SAB").
Appendix A Development Plan Appendix B Development Report Appendix C Royalty Report Appendix D Licensed PatentsStandard Exclusive License Agreement • October 16th, 2002 • Oragenics Inc
This Agreement is made effective the 22nd day of June 2000, (the "Effective Date") by and between the University of Florida Research Foundation, Inc. (hereinafter called "UFRF"), a nonstock, nonprofit Florida corporation, and OraGen, Inc., (hereinafter called "Licensee"), a corporation organized and existing under the laws of Florida;
Appendix A Development Plan Appendix B Development Report Appendix C Royalty Report Appendix D Equity AgreementExclusive License Agreement • October 16th, 2002 • Oragenics Inc
This Agreement is made effective the 4th of August, 1998, (the "Effective Date") by and between the University of Florida Research Foundation, Inc. (hereinafter called"UFRF"), a nonstock, nonprofit Florida corporation, and OraGen, Inc. (hereinafter called "Licensee"), a corporation organized and existing under the laws of Florida;
